1. Who these terms are between
These terms are a contract between you, the customer, and Tao Systems. Our address is London, United Kingdom. Where these terms say "we", "us" or "Tao", they mean Tao Systems.
By placing an order you confirm that you are buying for a business, that the person placing the order has authority to bind that business, and that you are not a consumer. Consumer protection law that applies only to consumers does not apply to this contract.
2. What we provide
We license two products. Relay is a white-label CRM platform. Basin is a data platform: a data lake with its own SQL engine, dashboards and governance tooling. Both are deployed into infrastructure you own or rent directly from your provider: your AWS, Azure or GCP account, or your own datacentre. Neither product runs on Tao infrastructure, we do not host your data, and we do not hold a copy of it.
The one-off setup fee covers installation and onboarding: installing Relay and Basin into your cloud account or datacentre, configuration, admin training and go-live support.
The monthly fee covers the two licences, updates and support. Updates means the quarterly feature releases, the long-term-support releases and the security patches for both products, delivered as upgrade bundles you apply in your own environment. Support means email and remote screen-share sessions with us, 09:00 to 18:00 UK time on working days, with a first response within one working day.
We do not run the software for you. Because it lives on your infrastructure, your own team operates it day to day, which section 7 describes.
3. Order and agreement
An order form signed by both sides, or an online checkout you complete, records what you are buying: the deployment target, meaning the cloud account or datacentre the software will run in, the number of Basin nodes, the fees and the start date.
The contract between us consists of these terms, the order form or checkout confirmation, the Data Processing Agreement and, where you will process protected health information under HIPAA, the Business Associate Agreement. If those documents conflict, they take precedence in that order: these terms first, then the order form, then the Data Processing Agreement, then the Business Associate Agreement. An order form can vary these terms only where it names the clause it varies.
4. Fees and payment
One subscription covers both products, and it has two parts. A one-off setup fee of £500, charged with your first payment, covers installation and onboarding: installing Relay and Basin into your cloud account or datacentre, configuration, admin training and go-live support. A platform fee of £250 a month, billed monthly in advance, covers the Relay licence, the Basin licence with one Basin node included, updates and security patches, and support and assistance.
Additional Basin nodes are £100 per node per month, charged with the platform fee for every node licensed on the first day of the month. Nodes added part-way through a month are billed pro rata to the end of that month. Reseller networks with thousands of Relay users are quoted after a call; the quoted fees are recorded in the order form and billed on the same monthly cycle unless the order form says otherwise.
If you pay by card, our payment provider processes the payment. Where the provider acts as merchant of record, the charge appears under the provider's name on your statement, and the provider issues the receipt and applies the relevant tax. Customers with a signed order form can instead be invoiced; invoices are payable by bank transfer within 30 days of the invoice date.
Fees exclude VAT and any similar tax, which we add at the applicable rate.
Fees are fixed for 12 months from the order date. After that we can change them by giving you at least 60 days' written notice. If you do not accept the new fees, you can cancel under section 5 before they take effect.
If a payment is late we may charge interest at 4% a year above the Bank of England base rate, accruing daily from the due date until the overdue amount is paid. We may also suspend support until the account is settled, after giving you at least 10 days' written notice.
Because the software runs in your own environment, cloud and hardware costs are yours. Compute, storage, network egress and any cloud services you use to run Relay or Basin are billed to you by your provider and are not included in our fees.
5. Term, renewal and cancellation
The subscription starts on the date on your order form or checkout confirmation and rolls month to month until it is cancelled. There is no fixed term and nothing to renew. Either side can cancel by giving 30 days' written notice. Cancellation takes effect at the end of the billing month in which the notice period ends, and you are billed up to that date.
Either side can terminate the contract immediately by written notice if the other commits a material breach and, where the breach can be remedied, fails to remedy it within 30 days of a written notice describing it. Either side can also terminate immediately if the other becomes insolvent, enters administration, liquidation or bankruptcy, makes an arrangement with its creditors, or suffers anything equivalent in any jurisdiction.
When the contract ends, for whatever reason, three things happen. Licence keys expire at the end of the final billing month and we stop using any access credentials you have given us for support. Your data stays where it has always been, in your environment, in open formats you can read without our software: Basin stores tables as Parquet files in Apache Iceberg format on your own object store, and Relay records live in a database in your environment and can be exported in bulk through the API. And we delete any configuration, credentials or deployment-specific documentation we hold for your deployment within 30 days, confirming deletion in writing if you ask.
Fees due up to the end date remain payable. Refunds, where they apply, follow the refund and cancellation policy. Sections 6 (restrictions), 9, 11 and 12 survive termination, together with any unpaid payment obligations.
6. Licence and restrictions
For as long as the subscription runs we grant you a non-exclusive, non-transferable licence to install and use Relay and Basin in the deployment named on the order form, for your internal business purposes. Basin is limited to the number of nodes you have paid for, with one Basin node included in the platform fee. You can add nodes at any time; we bill the difference pro rata to the end of the current billing month.
Where the order form grants white-label rights for Relay, you may present it to your own users, members or customers under your brand, publish the mobile apps under your name, and, where the order form says so, provision separate tenants for organisations in your network. The order form defines that network and the number of tenants.
You must not:
- reverse engineer, decompile or disassemble the software, except where the law allows it regardless of this clause;
- sell, sublicense, rent or otherwise make the software available to a third party, except under a signed reseller agreement or the white-label rights in your order form;
- use the software, or your knowledge of how it works, to build a product that competes with it;
- circumvent licence keys or run more Basin nodes than you have paid for;
- remove or alter any proprietary notices in the software or its documentation.
7. Customer responsibilities
You provide, and pay for, the cloud account or infrastructure the software runs in, and you keep it to the minimum specification we publish for the version you run. Your own team operates the software day to day: applying the upgrade bundles and security patches we publish, monitoring it, and managing its users and configuration. Relay and Basin document how.
You keep your own backups, using your cloud provider's or datacentre's tooling. The documentation for both products sets out what to back up and how to restore it. We do not hold a copy of your data and cannot recover it for you.
You give us the access we need for installation, onboarding and support sessions: typically a VPN or bastion connection, scoped credentials and a named contact who can approve changes. We use that access only with your permission and only for the work you have asked for, and you can withdraw or narrow it at any time. We cannot install, onboard or support what the access does not allow.
You are responsible for the data you load into the software, for having a lawful basis to process it, and for the notices and consents your own users need. You keep administrator credentials, licence keys and API keys confidential, and tell us promptly if you believe any of them have been compromised.
Your regulatory obligations remain yours. The software provides the controls, such as audit logs, encryption, access policies and de-identification, but configuring them and demonstrating compliance to your regulator or auditor is your responsibility. Support covers how to configure those controls; it does not extend to advice on what your regulator requires.
8. Data protection and security
Because Relay and Basin run in your environment, you are the controller of the personal data inside them and you decide where it is stored. We do not have access to that data in the ordinary course of licensing the software.
We act as a processor only when you give us access to your environment for installation, onboarding or support. That processing is governed by our Data Processing Agreement, which incorporates the EU Standard Contractual Clauses and the UK International Data Transfer Addendum for any transfer outside the UK or the European Economic Area, and which forms part of this contract. We use no sub-processors for your data; the Data Processing Agreement records that and commits us to 30 days' notice before it changes.
Where the data includes protected health information under HIPAA, Tao Systems signs a Business Associate Agreement with you before any access is granted, and that agreement governs the information.
We maintain the controls described in our SOC 2 Type II report, which covers the Security, Availability and Confidentiality trust services criteria, for our software development lifecycle, our installation and support processes, and the security of our own systems. The report, our penetration test summary and our information security policies are available under NDA. The security and compliance page summarises them.
9. Intellectual property
We own the software, its documentation and everything we create while installing, onboarding and supporting it, including improvements and generic tooling built while working on your deployment. Nothing in this contract transfers ownership of any of it to you; you get the licence in section 6 and no other rights.
You own your data, your brand assets (logos, colours, typography, app icons and domain names) and any configuration, workflows, reports or content your team creates in the software. You grant us a licence to use your brand assets only as needed to deliver the white-labelled builds and apps you have ordered.
If you give us feedback or suggestions about the software, we can use them without restriction or payment and without identifying you. You are never obliged to give feedback.
10. Warranties
We warrant that, for the contract term, the software will perform materially as described in its documentation when installed and operated in accordance with that documentation on infrastructure meeting the published specification. If it does not, tell us in writing with enough detail to reproduce the problem. We will fix it, or provide a workaround, within 30 days of your notice. If we cannot, you may cancel the subscription and we will refund the prepaid fees for the affected period. That is your sole remedy for breach of this warranty.
We also warrant that we will carry out installation, onboarding and support with reasonable skill and care.
Otherwise the software, installation, onboarding and support are provided as is. We do not warrant that the software will be error-free or uninterrupted, that it will meet requirements you have not told us about, or that it will work with third-party systems except as documented. All other warranties, conditions and terms, whether express or implied by statute or otherwise, are excluded to the extent the law allows.
11. Liability
Nothing in this contract excludes or limits either side's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be excluded by law.
Subject to that, each side's total liability to the other under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is capped at the fees you paid or were due to pay us in the 12 months before the event giving rise to the claim. For a personal data breach caused by our breach of the Data Processing Agreement or the Business Associate Agreement, the cap is twice that amount.
Neither side is liable for loss of profit, loss of business or revenue, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss, however arising. The cap does not apply to your obligation to pay the fees.
12. General terms
Confidentiality
Each side keeps the other's confidential information confidential, uses it only for the purposes of this contract, and shares it only with staff, advisers and contractors who need it and are bound by equivalent obligations. Confidential information means anything marked confidential or that a reasonable person would treat as such, including pricing, architecture, security reports, roadmaps and your data. It does not include information that is public through no fault of the recipient, that the recipient already held or independently developed, or that must be disclosed by law or a court, in which case the recipient tells the other side first where legally allowed. These obligations last for five years after the contract ends, and indefinitely for your data and anything covered by the Data Processing Agreement or Business Associate Agreement.
Publicity
Neither side uses the other's name or logo in marketing, customer lists, case studies or press releases without prior written consent. Consent, if given, can be withdrawn on 30 days' notice.
Assignment
Neither side can assign or transfer this contract without the other's written consent, except that either side can assign it on written notice to a successor that takes over its business, whether by incorporation, merger, acquisition or sale of substantially all of its assets, provided the successor takes on all obligations. We can use contractors for parts of installation, onboarding and support but remain responsible for the work.
Force majeure
Neither side is liable for delay or failure caused by events outside its reasonable control, such as natural disaster, war, terrorism, epidemic, government action, widespread failure of a cloud provider or internet infrastructure, or industrial action not involving its own staff, provided it tells the other side promptly and does what it reasonably can to recover. Payment obligations are not excused. If such an event lasts more than 60 days, either side can terminate the affected order on written notice.
Notices
Formal notices under this contract must be in writing. Notices to us go to legal@taosystems.dev. Notices to you go to the email address on your order form, or a replacement address you have given us in writing. A notice sent by email is treated as received on the next working day in the recipient's location. Routine operational and support communication can use whatever channel we have agreed.
Entire agreement
The documents listed in section 3 are the whole agreement between us on this subject and replace any earlier proposals, correspondence and understandings. Neither side has relied on any statement not set out in them, though nothing in this clause limits liability for fraud. Purchase order terms or other terms you send us do not apply, even if we process an order that refers to them. If any part of this contract is found unenforceable, the rest still applies. A failure to enforce a right is not a waiver of it. Nobody other than you and us can enforce this contract, and the Contracts (Rights of Third Parties) Act 1999 does not apply.
Changes to these terms
We may update these terms by publishing a new version on this page and emailing the address on your order form at least 30 days before the new version takes effect. Continued use of the software after that date is acceptance of the new terms. If you do not accept them, you can cancel before they take effect and we refund any prepaid fees for the period after cancellation. Changes never apply retrospectively.
Governing law and jurisdiction
This contract and any dispute or claim arising out of it, including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Either side may apply to any court for an injunction to protect its intellectual property or confidential information.